ADDENDUM TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.3
ADDENDUM
TO
THIS
ADDENDUM (“Addendum”) made this 28th
day of
February and effective this 14th
day of
February, 2005 to the Agreement and Plan of Merger dated April 16, 2004 (“Merger
Agreement”) by and between WindsorTech, Inc., a Delaware corporation (“Parent”),
QualTech International Acquisition Corporation and QualTech Services Acquisition
Corporation, Delaware corporations and wholly owned subsidiaries of Parent
(collectively the “Merger Subs”), and QualTech International Corporation and
QualTech Services Group, Inc., Minnesota corporations and the sole shareholders
of Companies, Xxxx X. Xxxxx and Xxxxxx X. Xxxxx, respectively, residents of
Minnesota.
WHEREAS, effective as of the effective date hereof, Parent and Merger Subs
and
Xxxx X. Xxxxx have agreed to enter into a modified employment
agreement;
WHEREAS, the parties have agreed to modify terms associated with conditional
additional merger consideration under the Merger Agreement wherein Xxxx X.
Xxxxx
does not complete the Employment Period (as defined in the employment agreement
between Xxxx X. Xxxxx and Parent and Merger Subs dated February 14, 2005) due
to
his voluntary resignation of employment or early termination by the Parent
or
Merger Subs “for cause” prior to the last day of the Employment Period;
and
WHEREAS, the
parties hereto acknowledge full and adequate consideration has been rendered
in
connection with the rights and obligations associated with this Addendum.
NOW, THEREFORE, the parties to this Addendum agree as follows:
Section 1.11 of the Merger Agreement, Contingent Additional Merger
Consideration, shall be amended to include the following terms and conditions
and additional provisions which shall control:
|
(1)
|
If
Xxxx X. Xxxxx voluntarily resigns his employment or is terminated
“for
cause” pursuant to the above-referenced employment agreement after receipt
of contingent additional merger consideration and prior to February
14,
2007, then all cash and/or Parent common stock consideration received
pursuant to Section 1.11 of the Merger Agreement must be returned
by the
entity paying the same within twenty (20) days after the termination
date.
|
|
(2)
|
Parent
shares, if any, issued pursuant to Section 1.11 shall not required
to
be subject to an effective registration statement until after
February 13, 2007, at which time, the registration and timing requirements
of Section 1.7(b) of the Merger Agreement shall
apply.
|
|
(3)
|
The
calculation of the number of Parent shares due pursuant to Section
1.1 shall be made using the average share price for Parent shares
of
common stock for the fifteen (15) trading days prior to February 14,
2007.
|
|
(4)
|
All
other terms and provisions under Section 1.11 of the Merger Agreement
shall remain in full force and
effect.
|
IN
WITNESS WHEREOF, the parties have executed this Addendum effective the day
and
year first written above.
WINDSORTECH,
INC.:
QUALTECH SERVICES
ACQUISITION CORPORATION:
By:
__________________________
By: __________________________
Name: Xxxx
Xxxxxxx
Name: Xxxx X. Xxxxx
Title:
CEO
Title: President
QUALTECH INTERNATIONAL
QUALTECH INTERNATIONAL
ACQUISITION
CORPORATION:
CORPORATION:
By:
__________________________
By: __________________________
Name: Xxxx X.
Xxxxx
Name: Xxxx X. Xxxxx
Title:
President
Title: President
QUALTECH SERVICES GROUP,
INC.
QUALTECH SERVICES GROUP,
INC. SOLE SHAREHOLDER:
By:
__________________________
_____________________________
Name: Xxxx X.
Xxxxx
Xxxxxx X. Xxxxx
Title: President
QUALTECH INTERNATIONAL
CORPORATION SOLE SHAREHOLDER:
______________________________
Xxxx X.
Xxxxx
